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Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

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UK Amends TUPE Regulations

The Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) has been in the spotlight as part of the UK Government’s Employment Law Review. TUPE implements the EU Acquired Rights Directive (“ARD”) in the…more

Employee Rights, TUPE, UK

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Expansion of Antitrust Enforcement Continues with Extradition

On April 4, 2014, the Department of Justice’s Antitrust Division announced its first successful extradition of a foreign national to the United States on antitrust charges. Romano Pisciotti, a citizen of Italy, has been under…more

Antitrust Investigations, Cartels, DOJ, Extradition, Foreign Nationals

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Feds’ Reliance on Environmental Activism Underscores Need for Lacey Act Compliance

The search warrant recently executed by U.S. Customs and Fish and Wildlife Service agents on a Virginia-based flooring wholesaler surrounded allegations that the company had illegally imported wood in violation of the Lacey Act,…more

Activist, Endangered Species, Environmental Crimes, Environmental Review, Fish and Wildlife Service

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Admit It! SEC May Seek Admissions of Wrongdoing in Settlements

The U.S. Securities and Exchange Commission (“SEC”) is poised to modify its “no-admit, no-deny” policy to seek more admissions of wrongdoing from defendants as a condition of settlement in enforcement cases. The change comes on…more

Criminal Sanctions, D&O Insurance, Indemnification, SEC, Settlement

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Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

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“Ban the Box” Legislation Expands Across the Country

There is a growing national movement to “Ban the Box” – i.e., to prohibit questions about a job applicant’s criminal history on employment applications. Currently, “Ban the Box” laws are primarily targeted at public employers;…more

Ban the Box, Criminal Background Checks, Employee Rights, Job Applicants

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Admit It! SEC May Seek Admissions of Wrongdoing in Settlements

The U.S. Securities and Exchange Commission (“SEC”) is poised to modify its “no-admit, no-deny” policy to seek more admissions of wrongdoing from defendants as a condition of settlement in enforcement cases. The change comes on…more

Criminal Sanctions, D&O Insurance, Indemnification, SEC, Settlement

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Prioritising Privacy

Law firms and clients that are caught unaware of changes to international data protection legislation risk heavy fines. New laws, fines and increased enforcement activity mean that staying on top of data protection issues…more

Data Protection, EU, EU Data Protection Laws, Privacy Laws, UK

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FTC Expands Focus on Tracking and Use of Consumers’ Location Data

Over the past few years, the Federal Trade Commission (“FTC”) has provided guidance regarding mobile platforms and app providers’ practices of collecting data about consumers’ locations through their mobile devices, with a focus…more

FTC, Geolocation, Mobile Apps

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Perspectives - Fall 2012 Volume 3, Edition 2: An Executive Compensation, Benefits & Human Resources Law Update

In this Issue: - Don’t “Moench”ion It: Supreme Court Rejects Presumption of Prudence for ESOP Fiduciaries - Avoiding Claims of Excessive Fund Fees - Risk of ERISA Class Actions Can Be Reduced by Use of Plan…more

Arbitration Agreements, Class Action, Class Action Arbitration Waivers, ERISA, ESOP

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American Taxpayer Relief Act of 2012

On New Year’s Day 2013, to avoid the so-called “fiscal cliff,” Congress passed the American Taxpayer Relief Act of 2012 (“2012 Act”). The 2012 Act raises taxes on some taxpayers while retaining most of the provisions enacted by…more

American Taxpayer Relief Act, Bush-Era Tax Cuts, Debt Ceiling, Estate Tax, Fiscal Cliff

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The U.S. Supreme Court Upholds EPA’s Cross-State Air Pollution Rule in EPA v. EME Homer City Generation, L.P., Paving the Way to Further Use of Cap-and-Trade Programs to Control Emissions of SO2 and NOx from Electric Power Plants.

On April 24, the Supreme Court issued a 6-2 decision in EPA v. EME Homer City Generation, L.P., No. 12-1182, 572 U. S. ____, 2014 WL 1672044 (2014), upholding EPA’s latest version of a regional cap-and-trade program under the…more

Cap-and-Trade, Carbon Emissions, Clean Air Act, EPA v EME Homer City, NAAQS

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Can IT Outsourcing Learn From Facilities Management Outsourcing?

2013 began with a flurry of articles about companies insourcing work or rethinking their sourcing strategies. The reasons for this vary by company, but often include a perception that outsourcing has not delivered the cost…more

Financial Management Outsourcing, Information Technology Outsourcing, Insourcing, Outsourcing, Technology

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Lehman: New Limitations on Plan Payment of Individual Creditors’ Committee Members’ Professional Fees

In the recent case of Davis v. Elliot Mgmt. Corp. (In re Lehman Bros. Holdings Inc.), 2014 U.S. Dist. LEXIS 48102 (S.D.N.Y. Mar. 31, 2014), the District Court for the Southern District of New York issued a decision barring…more

Attorney's Fees, Bankruptcy Code, BAPCPA, Commercial Bankruptcy, Creditors

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Beware of Mixing IT Assets and IT Managed Services

In the early days of outsourcing IT as a managed service, it was not at all unusual for a managed services price to be all inclusive of assets, services and facilities. That bundle of services and assets usually came with a…more

Business Development, Information Technology Outsourcing

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Court of Appeal Holds Transfer Tax Applies to Legal Entity Changes in Ownership

In 926 North Ardmore Avenue, LLC v. County of Los Angeles, the 2nd District Court of Appeal held that Proposition 13 changes in ownership prompted by transfers of legal entity interests should also be characterized as “realty…more

Appeals, Change in Ownership, Legal Entities, Limited Liability Companies, Proposition 13

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

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GAO Holds That Agency Improperly Credited Offeror With Past Performance of Affiliates

In IAP World Services, Inc.; EMCOR Government Services, B-407917.2 et al. (July 10, 2013), involving a protest challenging an award by the U.S. Department of the Navy (the “Navy”) for base operating support services, the…more

Affiliates, GAO, Improper Benefit, Joint Venture, U.S. Navy

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Perspectives - Fall 2012 Volume 3, Edition 2: An Executive Compensation, Benefits & Human Resources Law Update

In this Issue: - Don’t “Moench”ion It: Supreme Court Rejects Presumption of Prudence for ESOP Fiduciaries - Avoiding Claims of Excessive Fund Fees - Risk of ERISA Class Actions Can Be Reduced by Use of Plan…more

Arbitration Agreements, Class Action, Class Action Arbitration Waivers, ERISA, ESOP

See All Updates »

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

See All Updates »

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

See All Updates »

Raging Bull Heiress Knocks Out MGM’s Laches Defense

In Petrella v. Metro-Goldwyn-Mayer, Inc., Supreme Court holds that laches cannot bar claims for damages for copyright infringement brought during the 3-year limitations period. On May 19, 2014, in a case concerning the…more

Affirmative Defenses, Copyright, Copyright Infringement, Laches, MGM

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Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

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Proposed U.S. Department of Transportation Passenger Protection Rules Offer Opportunity for Travel Industry Comments

On May 21, 2014, the U.S. Department of Transportation (DOT) proposed new passenger protection rules for the airline and travel industries, which would add to DOT’s extensive “Enhancing Airline Passenger Protections” regulations…more

Airlines, Aviation Industry, Department of Transportation, Safety Precautions

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Act Now to Prevent Loss of Patent Rights in March 16th Change to “First-Inventor-to-File” System

One of the most significant changes of the 2011 Leahy-Smith America Invents Act (“AIA”) takes effect on March 16, 2013, when the U.S. transitions from a “First-to-Invent” to a “First-Inventor-to-File” patent system, effectively…more

America Invents Act, First-to-File, Patent Reform, Patents, USPTO

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Omnibus Final Rule Issued on HIPAA/HITECH Act: Significant Changes for ‘Business Associates’

On January 25, 2013, the Department of Health and Human Services published the much-anticipated Omnibus Final Rule (the “Final Rule”), which, with respect to business associates and their subcontractors, conforms HIPAA’s Privacy…more

Business Associates, HIPAA, HIPAA Omnibus Rule, HITECH, PHI

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FCC Provides Clarity for Businesses Responding to Texting Opt-Outs

Resolving a conundrum faced by every business that has entered the world of consumer texting, the FCC has ruled that businesses are not violating the federal Telephone Consumer Protection Act ("TCPA") by sending a confirmation…more

FCC, TCPA, Texting

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Guidance for Companies Developing and Implementing Antitrust Compliance Programs

Recent policy statements by the U.S. Department of Justice’s Antitrust Division (“DOJ”) highlight the factors companies should consider when developing and implementing antitrust compliance programs. Effective antitrust…more

Antitrust Provisions, Best Management Practices, Chief Compliance Officers, DOJ

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DOJ Secures Verdict in Excess of $2 Million for Failure to File FBARs

On Wednesday, May 28, 2014, a jury in Miami issued a verdict against a taxpayer for $2.2 million in fees, interest, and civil penalties for willfully failing to file foreign bank account reports (FBARs) for his Swiss bank…more

DOJ, FBAR, Foreign Bank Accounts, Foreign Banks, IRS

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Nevada’s AG Reminds Retailers, Wholesalers and Suppliers: Comply with Alcohol Beverage Laws

On January 30, 2014 the State of Nevada Attorney General’s Office issued an open letter to all retailers, wholesalers and suppliers of alcohol beverages in Nevada reminding them of their legal obligation to comply with the…more

Retailers, Suppliers, Wholesale, Wine & Alcohol

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Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

See All Updates »

Dodd-Frank Protocol Carries Burdens and Benefits for Pension Plans

The Commodity Futures Trading Commission has issued new “know your customer” and external business conduct rules to give effect to certain provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act…more

CFTC, Derivatives, Dodd-Frank, Employee Benefits, ERISA

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Halliburton: Supreme Court Changes Little About Securities Fraud Class Actions

In a widely anticipated decision, the Supreme Court upheld a twenty-six-year-old precedent that plaintiffs in securities fraud class actions may satisfy the reliance element by showing that they traded on an “efficient market”…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

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Circuit Split in Enforceability of Arbitration Clauses in Bankruptcy Left Unresolved

In a recent summary opinion, the Supreme Court denied certiorari review of a decision, Continental Insurance Co. v. Thorpe Insulation Co. (In re Thorpe Insulation Co.), 671 F.3d 1011 (9th Cir. 2012), where the Ninth Circuit had…more

Arbitration Agreements, Continental Insurance v Thorpe Insulation, In re National Gypsum Co, SCOTUS, Split of Authority

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No Harm, No Foul – Appellate Court Finds No CMIA Claim Without Actual Injury

California’s Confidentiality of Medical Information Act, Cal. Civ. Code § 56 et seq. (“CMIA”), provides that an individual may recover $1,000 nominal damages (plus actual damages if any) based on the negligent release of medical…more

CMIA, Damages, Data Theft, Healthcare Providers, HIPAA

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Perspectives - Fall 2012 Volume 3, Edition 2: An Executive Compensation, Benefits & Human Resources Law Update

In this Issue: - Don’t “Moench”ion It: Supreme Court Rejects Presumption of Prudence for ESOP Fiduciaries - Avoiding Claims of Excessive Fund Fees - Risk of ERISA Class Actions Can Be Reduced by Use of Plan…more

Arbitration Agreements, Class Action, Class Action Arbitration Waivers, ERISA, ESOP

See All Updates »

Dell Joins a Growing List of Retailers Accepting Bitcoin

On Friday, Michael Dell, CEO of Austin-based Dell Inc., announced on twitter that Dell.com is now accepting Bitcoin as a direct payment option for consumers and small businesses in the U.S. Other major companies, such as…more

Popular

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Shamrock Shake: St. Patrick’s Day Earthquake in Los Angeles Is a Reminder to Check Your Property Insurance Policy

Los Angeles residents didn’t need to go to McDonald’s for their “Shamrock Shake” on St. Patrick’s Day 2014. At 6:25 a.m., a 4.4-magnitude earthquake shook L.A. County out of bed. Monday’s shake serves as a reminder to be…more

Earthquakes, Property Damage, Property Insurance

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Court of Appeal Holds Transfer Tax Applies to Legal Entity Changes in Ownership

In 926 North Ardmore Avenue, LLC v. County of Los Angeles, the 2nd District Court of Appeal held that Proposition 13 changes in ownership prompted by transfers of legal entity interests should also be characterized as “realty…more

Appeals, Change in Ownership, Legal Entities, Limited Liability Companies, Proposition 13

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As the New gTLDs Near Launch, What's Happening and How Can You Protect Yourself?

While much of the world is finally getting a handle on the .com, .net and .org domains, we are on the brink of an explosion of hundreds of new generic top- level domains (“gTLDs”). In fact, if things go as planned, we will soon…more

gTLD, Internet, Trademarks, Websites

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The Fish and Wildlife Service Lists the Lesser Prairie-Chicken as a Threatened Species Under the Endangered Species Act

On March 21, 2014, the United States Fish and Wildlife Service (FWS) promulgated a final rule which lists the Lesser Prairie-Chicken (LPC) as a “threatened” species under the Endangered Species Act (ESA). Under the ESA, a…more

CCAA, ESA Listings, Fish and Wildlife Service, Oil & Gas

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Aurora Energy Decision Deems Discharges Prohibited, Leaves Open Question of Permit Shield Applicability

On September 3, 2014, the United States Court of Appeals for the Ninth Circuit issued its opinion in Alaska Community Action on Toxics v. Aurora Energy Services, LLC, holding that the Clean Water Act General Permit for…more

Appeals, Clean Water Act, Coal, Coal Industry, EPA

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Extort Me Not: Supreme Court Expands Protections for Permit Applicants Under the Takings Clause

The high court’s decision in Koontz v. St. John’s River Water Management District extends the landmark decisions in Nollan and Dolan, which set standards on when an agency can condition a land use permit on the relinquishment of…more

Dolan v City of Tigard, Fifth Amendment, Koontz v St John's River Water Management, Land Developers, Nexus

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United States Supreme Court to Review Ruling in Direct Marketing

On July 1, 2014, the United States Supreme Court agreed to review the 10th Circuit Court of Appeals decision in Direct Marketing Association v. Brohl. The Court of Appeals held that federal courts lack jurisdiction under the Tax…more

Appeals, Direct Marketing Association, Federal Jurisdiction, Sales & Use Tax, SCOTUS

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United States Supreme Court to Review Ruling in Direct Marketing

On July 1, 2014, the United States Supreme Court agreed to review the 10th Circuit Court of Appeals decision in Direct Marketing Association v. Brohl. The Court of Appeals held that federal courts lack jurisdiction under the Tax…more

Appeals, Direct Marketing Association, Federal Jurisdiction, Sales & Use Tax, SCOTUS

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Supreme Court Roundup: Recent Environmental Law Rulings and Pending Cases

Scaling back considerably from the October 2012 Term, the United States Supreme Court issued only a few rulings affecting environmental law during the October 2013 Term. With significant pronouncements regarding EPA’s Clean Air…more

Clean Air Act, Cross-State Air Pollution, EPA, EPA v EME Homer City, Greenhouse Gas Emissions

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U.S. Government Begins First Ever Bitcoin Auction

As reported in our earlier post, the U.S. Government has begun its first ever auction of Bitcoins. The Bitcoins to be auctioned were seized in connection with the shutdown of the Silk Road - the "dark net" site that served as a…more

Auction, Bitcoins, Silk Road, US Marshalls Service

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Meeting New OTC Swap Reconciliation Rules May Require Better Technology and Processes

Although reconciliation of the key terms has been a best practice for over-the-counter derivative trades for some time (particularly with collateralised trades), the scale of the reconciliation exercise imposed by forthcoming…more

CFTC, Data Protection, Derivatives, Due Diligence, ESMA

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Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

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California’s New LLC Law: Next Steps for California LLCs

On January 1, 2014, California’s Beverly-Killea Limited Liability Company Act (Old Act) was superseded by the California Revised Uniform Limited Liability Company Act (New Act). The New Act includes a number of substantive…more

Compliance, Corporate Governance, LLC, Operating Agreements, RULLCA

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Tobacco Advertising Q&A

While it has been decades since Congress banned cigarette ads from the airwaves, broadcasters continue to ask for advice on whether they may air certain types of tobacco-related advertisements. In fact, questions in this area of…more

Advertising, DOJ, FCC

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New Nevada Employment Law Developments Affect Social Media, Overtime

There have been several notable and recent developments in Nevada employment law both through enacted legislation and advisory opinions issued by the Nevada Labor Commissioner. Specifically, the legislature has passed a law…more

Employee Rights, New Legislation, Social Media Policy, Unpaid Overtime

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Catching Up with Winding Down: The Status of California Redevelopment Successor Agencies

Successor agencies to California’s dissolved Redevelopment Agencies (“RDAs”) continue to wind down the operations of the former RDAs under the supervision of oversight boards pursuant to Assembly Bill X1 26 (“AB 26”) as modified…more

Dissolution, Financial Cleanup Provisions, Funding, Payment Schedules, RDAs

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Perspectives - Fall 2012 Volume 3, Edition 2: An Executive Compensation, Benefits & Human Resources Law Update

In this Issue: - Don’t “Moench”ion It: Supreme Court Rejects Presumption of Prudence for ESOP Fiduciaries - Avoiding Claims of Excessive Fund Fees - Risk of ERISA Class Actions Can Be Reduced by Use of Plan…more

Arbitration Agreements, Class Action, Class Action Arbitration Waivers, ERISA, ESOP

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California Supreme Court: Gentry is Gone. PAGA Lives On.

Compelled by U.S. Supreme Court precedent advancing arbitration as a method of dispute resolution, the California Supreme Court in Iskanian v. CLS Transportation Los Angeles, LLC (No. S20432, June 23, 2014) held that its…more

Arbitration, Class Action, Class Action Arbitration Waivers, CLS Transportation, Employer Liability Issues

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

See All Updates »

Redskins Ruling is Consistent with TTAB Precedent

In Blackhorse v. Pro-Football Inc., the U.S. Patent and Trademark Office once again canceled various registrations for trademarks used by the Washington Redskins football team as being disparaging to Native Americans. While this…more

Blackhorse v Pro-Football, Disparagement, Football, Lanham Act, Native American Issues

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Free Speech Protection for Facebook "Likes" by Public Employees

Last week, in Bland v. Roberts, the U.S. Court of Appeals for the Fourth Circuit handed a constitutional victory to Facebook and two plaintiffs who lost their jobs after displaying online support for the incumbent’s opponent in…more

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The ADA and Private Professional Certification

Title III of the Americans with Disabilities Act (ADA), as amended, mandates that private entities offering examinations or courses related to certain applications, licensing, certification, or credentialing ensure that such…more

ADA, Credentialing, DOJ, For Profit Education, Licenses

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Lehman: New Limitations on Plan Payment of Individual Creditors’ Committee Members’ Professional Fees

In the recent case of Davis v. Elliot Mgmt. Corp. (In re Lehman Bros. Holdings Inc.), 2014 U.S. Dist. LEXIS 48102 (S.D.N.Y. Mar. 31, 2014), the District Court for the Southern District of New York issued a decision barring…more

Attorney's Fees, Bankruptcy Code, BAPCPA, Commercial Bankruptcy, Creditors

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Nevada’s AG Reminds Retailers, Wholesalers and Suppliers: Comply with Alcohol Beverage Laws

On January 30, 2014 the State of Nevada Attorney General’s Office issued an open letter to all retailers, wholesalers and suppliers of alcohol beverages in Nevada reminding them of their legal obligation to comply with the…more

Retailers, Suppliers, Wholesale, Wine & Alcohol

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Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder…more

Annual Meeting, Board of Directors, Derivative Suit, Executive Compensation, Exit Strategies

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The EU's Right to be Forgotten: Overly Burdensome?

In May earlier this year, the European Union's top court held in favor of an individual who requested that Google remove the search results associated with his name. In this particular case, a Spanish citizen requested that…more

Cybersecurity, Data Controller, Data Protection, EU, EU Data Protection Laws

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Contract Issues to Consider if Offshore Services are in your Software as a Service (SAAS) or Cloud Agreement

Customers increasingly are taking advantage of Software as a Service (SAAS) and other cloud-based solutions available in the marketplace. There are of course many legal and commercial issues that customers should consider when…more

Cloud Computing, Offshoring, SAAS, Technology

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Things To Consider Before Counseling During Deposition

What should an attorney do in the middle of a deposition if her client answers in a way that suggests a misunderstanding of the question or a sudden loss of memory? She will likely want to confer with her client at the next…more

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Trends in Single-Family Housing

Rising home values in many areas of the country and improved economic data have buoyed hopes that the recession may be behind us, but no one expects an immediate return of either pre-2007 home value appreciation or the loose…more

Foreclosure, Investors, Mortgage Loan Servicing Standards, Mortgages, REO Portfolios

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Executive Order Issued on Minimum Wage for Federal Contractors and Subcontractors

On February 12, 2014, President Obama issued an Executive Order to raise the minimum wage for Federal contractors and subcontractors under certain contracts, as he had foreshadowed in this year’s State of the Union. The…more

Executive Orders, Federal Contractors, Minimum Wage

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Ramifications of the Supreme Court’s McCutcheon Campaign Finance Ruling

The U.S. Supreme Court’s decision today in an important campaign finance case frees individual political donors to contribute to an unlimited number of federal campaigns and committees, as long as each contribution is within…more

Aggregation Rules, Campaign Contributions, FEC, McCutcheon v. FEC, SCOTUS

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How to Fix the Amendment Fallacy

The Patent Trial and Appeal Board has made it hard for patent owners to amend their claims. Patrick Doody outlines the problems this causes and how to fix them. Since being established under 2011’s America Invents Act…more

America Invents Act, Patent Infringement, Patent Litigation, Patent Reform, Patents

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Avoiding the Pitfalls of the "Unlimited" License - Four questions you should ask: The Third Question

Let's quickly revisit the scenario we've been following through our first two installments. That is, you are a CIO faced with a decision on whether or not to enter into an "enterprise" or an "unlimited" license arrangement with…more

License Agreements, Licenses

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Recent Changes to New York Estate and Income Tax

On March 31, 2014, the New York State legislature passed and Gov. Andrew Cuomo signed into law the New York State 2014-2015 Budget Bill (the “New Law”), which contains a number of revisions to the New York State estate tax law…more

Estate Tax, Income Taxes, State Taxes, Tax Reform

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New Custody Compliance Tasks for California Registered Advisers Effective April 1

The California Commissioner of Business Oversight (“Commissioner”) recently amended California’s custody rule 10 C.C.R. Section 260.237 (the “New Custody Rule”). The New Custody Rule will be effective on April 1, 2014…more

Compliance, Investment Adviser, Registration

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The Coming Qui Tam Tsunami: A New Threat to American Business

The most potent weapon in combatting corporate fraud against the U.S. government has been the False Claims Act (“FCA”). Under the FCA, the U.S. government may recover treble damages and civil fines for such fraud. Surprisingly,…more

Civil Monetary Penalty, Employer Liability Issues, False Claims Act, Qui Tam, Treble Damages

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HSR Thresholds Will Increase to Highest Levels for Transactions in 2014

On February 24, 2014, revised thresholds for the Hart-Scott-Rodino Act (“HSR”) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting securities,…more

DOJ, FTC, Hart-Scott-Rodino Act, Pre-Merger Filing Requirements, The Clayton Act

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You've been fired!

It isn't often that a supplier "fires" its customer, but it's not unknown. I have worked with two clients recently whose suppliers have given notice of termination without cause. How can you avoid or, if it does happen,…more

Sourcing Agreements, Suppliers, Termination

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Supreme Court Ruling in Bellingham Offers Comfort but Little Clarity

A unanimous Supreme Court, in Executive Benefits Ins. Agency, Inc. v. Arkinson (In re Bellingham Ins. Agency, Inc.), 573 U.S. ___ (2014), confirmed a bankruptcy court’s power to submit proposed findings of fact and conclusions…more

Article III, Chapter 7, Commercial Bankruptcy, Executive Benefits Insurance Agency, Executive Benefits Insurance Agency v. Arkison

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Delaware’s Adoption of Garner — and Practical Ways to Respond

On July 23, 2014, the Delaware Supreme Court in Wal-Mart Stores Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW held that plaintiff stockholders, who make a showing of good cause, can inspect documents concerning a…more

Attorney-Client Privilege, Garner, Internal Investigations, Securities Act of 1933, Securities Exchange Act

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Ramifications of the Supreme Court’s McCutcheon Campaign Finance Ruling

The U.S. Supreme Court’s decision today in an important campaign finance case frees individual political donors to contribute to an unlimited number of federal campaigns and committees, as long as each contribution is within…more

Aggregation Rules, Campaign Contributions, FEC, McCutcheon v. FEC, SCOTUS

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Congress Raises the Stakes for Theft of Trade Secrets with Passage of Two New Laws

The old adage that crime does not pay rings particularly true in the aftermath of two pieces of recent legislation aimed at raising the penalties for trade secret theft: the Theft of Trade Secrets Clarification Act and the…more

Aleynikov, Economic Espionage Act, Misappropriation, Penalties, Theft of Trade Secrets Clarification Act

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European “Cookie Sweep” Initiative – 15 - 19 September 2014 – Is Your Website Ready?

The European data protection authorities will be conducting a “cookie sweep” later this month, carrying out random spot checks on websites to assess for compliance with EU “cookie” laws. Businesses should therefore be checking…more

Audits, Cookies, EU, Websites

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CIOs Spur Revenue Generation Through Smart Cybersecurity

Today as companies increasingly realize the value of strong cybersecurity, those CIOs who successfully implement an effective cybersecurity system should be viewed as a critical part of the revenue generation effort. An…more

Best Management Practices, C-Suite Executives, Cybersecurity, Procurement Guidelines, Revenue

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Federal Circuit’s Split Decision on Software Patents in CLS Bank Satisfied No One and Confused All

Section 101 of the patent statute lists the categories of subject matter eligible for patent protection as including “any new and useful process, machine, manufacture, or composition of matter, or any new and useful improvement…more

CLS Bank, CLS Bank v Alice Corp, Patent-Eligible Subject Matter, Patents, SCOTUS

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

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New York Creates Rocket-Docket for Commercial Disputes—But Accelerated Adjudication Comes With Trade-Offs

As of June 2, the Commercial Division of the New York Supreme Court will allow for the accelerated adjudication of commercial disputes. Rule 9 of Section 202.70(g) of the Uniform Rules for the Supreme and County Courts takes…more

Contract Disputes, Discovery, Expedited Discovery

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California AG Issues New Privacy Policy and “Do Not Track” Compliance Guidelines, Announces Proactive Enforcement

The California Attorney General recently released a series of guidelines to assist with compliance with the California Online Privacy Protection Act of 2003 (CalOPPA), which was amended to require new data collection and Do Not…more

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U.S. Government Shutdown: Will Performance of Private Contracts Be Excused?

With Congress unable to reach an agreement on a continuing resolution, the federal government shut down all “non-essential” services on October 1, 2013. The shutdown will remain in effect until Congress passes appropriations…more

Breach of Contract, Force Majeure Clause, Government Shutdown, Specific Performance

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FTC Calls for Action on Big Data

Following an 18-month investigation into the practices and operations of data brokers, the Federal Trade Commission has issued a voluminous report calling for legislation to regulate the industry in the interests of consumer…more

Big Data, Data Brokers, Data Collection, Data Protection, Disclosure

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Tobacco Advertising Q&A

While it has been decades since Congress banned cigarette ads from the airwaves, broadcasters continue to ask for advice on whether they may air certain types of tobacco-related advertisements. In fact, questions in this area of…more

Advertising, DOJ, FCC

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Raging Bull Heiress Knocks Out MGM’s Laches Defense

In Petrella v. Metro-Goldwyn-Mayer, Inc., Supreme Court holds that laches cannot bar claims for damages for copyright infringement brought during the 3-year limitations period. On May 19, 2014, in a case concerning the…more

Affirmative Defenses, Copyright, Copyright Infringement, Laches, MGM

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Aurora Energy Decision Deems Discharges Prohibited, Leaves Open Question of Permit Shield Applicability

On September 3, 2014, the United States Court of Appeals for the Ninth Circuit issued its opinion in Alaska Community Action on Toxics v. Aurora Energy Services, LLC, holding that the Clean Water Act General Permit for…more

Appeals, Clean Water Act, Coal, Coal Industry, EPA

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Trends in Single-Family Housing

Rising home values in many areas of the country and improved economic data have buoyed hopes that the recession may be behind us, but no one expects an immediate return of either pre-2007 home value appreciation or the loose…more

Foreclosure, Investors, Mortgage Loan Servicing Standards, Mortgages, REO Portfolios

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Superstorm Sandy and Con Edison’s Power Shutdown: Lessons from Johnson Gallagher

In the wake of Superstorm Sandy, property insurers have repeatedly denied coverage for business owners in lower Manhattan – arguing that ConEd intentionally cut off power to its networks and that flooding damaged ConEd’s…more

Hurricane Sandy, Property Damage, Property Insurance, Utilities Sector

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Recent Changes to New York Estate and Income Tax

On March 31, 2014, the New York State legislature passed and Gov. Andrew Cuomo signed into law the New York State 2014-2015 Budget Bill (the “New Law”), which contains a number of revisions to the New York State estate tax law…more

Estate Tax, Income Taxes, State Taxes, Tax Reform

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Halliburton: Supreme Court Changes Little About Securities Fraud Class Actions

In a widely anticipated decision, the Supreme Court upheld a twenty-six-year-old precedent that plaintiffs in securities fraud class actions may satisfy the reliance element by showing that they traded on an “efficient market”…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

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Maryland Expands Recordation and Transfer Tax Exemption to Include LLC Transactions

Effective July 1, 2013, Maryland’s recordation and transfer tax exemption for transfers of real property between related entities will be available to limited liability companies. The exemption, previously applicable only to…more

LLC, Recordation, Tax Exemptions, Transfer Taxes

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IRS Issues Significant Convertible Virtual Currency Ruling – Bitcoin Community Abuzz

The IRS has issued its first major ruling on the U.S. federal tax implications of transactions in, or transactions that use, Bitcoin and other convertible virtual currencies. The ruling stresses that it relates to convertible…more

Bitcoins, IRS, Property Tax, Virtual Currency

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EPA Proposes to Eliminate Dual Standard for “All Appropriate Inquires” under CERCLA

EPA Proposes Rule to eliminate the dual standard for compliance with the “All Appropriate Inquiries” requirement for the Innocent Purchaser, Bona Fide Prospective Purchaser and Contiguous Property Owner Defenses to CERCLA…more

ASTM, Brownfield Properties, CERCLA, Environmental Policies, EPA

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Raging Bull Heiress Knocks Out MGM’s Laches Defense

In Petrella v. Metro-Goldwyn-Mayer, Inc., Supreme Court holds that laches cannot bar claims for damages for copyright infringement brought during the 3-year limitations period. On May 19, 2014, in a case concerning the…more

Affirmative Defenses, Copyright, Copyright Infringement, Laches, MGM

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U.S. Bank v. Indian Harbor: Another Blow to the Restitution/Disgorgement Defense

In recent years, purchasers of D&O and professional liability insurance have been stunned to learn that their carriers have denied coverage for a wide range of claims on the theory that their policies do not cover loss that…more

D&O Insurance, Disgorgement, FCPA, Fraudulent Transfers, Liability Insurance

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New Nevada Employment Law Developments Affect Social Media, Overtime

There have been several notable and recent developments in Nevada employment law both through enacted legislation and advisory opinions issued by the Nevada Labor Commissioner. Specifically, the legislature has passed a law…more

Employee Rights, New Legislation, Social Media Policy, Unpaid Overtime

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Corrective Action Catch 22: Court of Federal Claims Holds Agency Action Must Be Rational Even If GAO Protest Decision Was Not.

The United States Court of Federal Claims’ July 15, 2014 decision in RUSH Construction, Inc. v. United States, reflects the unusual circumstance in which the court effectively sat in appellate review of an earlier bid protest…more

Appellate Review, Bid Protests, Court of Federal Claims, FAR, Federal Contractors

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The NRC’s Foreign Ownership Policy: Charting a New Course for the 21st Century

In spite of the growing globalization of the nuclear energy industry, the prohibition on foreign ownership, control or domination (FOCD) of U.S. nuclear power plants has substantially hindered foreign investment in new U.S…more

Atomic Energy Act, Energy, FOCD, Foreign Investment, Foreign Ownership

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Is Proxy Disclosure Shareholder Litigation on Executive Compensation Finally Over?

Since the advent of “Say-on-Pay” over three years ago, the plaintiffs’ securities bar has attempted to rustle up claims relating to executive compensation matters discussed in proxy statements. The first wave against those…more

Executive Compensation, Proxies, Say-on-Pay, Shareholder Litigation, Shareholders

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New Custody Compliance Tasks for California Registered Advisers Effective April 1

The California Commissioner of Business Oversight (“Commissioner”) recently amended California’s custody rule 10 C.C.R. Section 260.237 (the “New Custody Rule”). The New Custody Rule will be effective on April 1, 2014…more

Compliance, Investment Adviser, Registration

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Nevada Clarifies Medical Marijuana Law and Enacts New Law on Arbitration Agreements

Two notable developments to Nevada employment law took place in 2013. The Nevada Legislature not only clarified some ambiguities in the medical marijuana law as it relates to employers, but also enacted a new arbitration…more

Arbitration, Arbitration Agreements, Marijuana, Medical Marijuana

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Federal Rule and Ninth Circuit Opinion Create Huge Opportunities on Indian Land

In a set of comprehensive regulations affecting non-agricultural leasing on Indian land, the Department of the Interior, Bureau of Indian Affairs made sweeping changes and largely exempted property taxes on permanent…more

Bureau of Indian Affairs, Leases, Possessory Interest Tax, Property Tax

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SEC Proposes Pay Ratio Disclosures

The Securities and Exchange Commission (SEC) has proposed rules under the Dodd-Frank Act to require public companies to disclose the ratio of the annual total compensation of their principal executive officer (PEO) to the median…more

CEOs, Disclosure Requirements, Dodd-Frank, Pay Ratio, SEC

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New Amendments to UCC Article 9 Now Effective in Most Jurisdictions

On July 1, 2013, amendments to Article 9 of the Uniform Commercial Code, which governs using personal property as collateral, became effective in most jurisdictions. The changes to Article 9 a ect both existing and future…more

Article 9, Collateral, Debtors, Personal Property, Registration

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'Reps' and Warranties: One Could Cost More Than the Other Under English Contract Law

Contractual representations and warranties are often grouped together, referred to in shorthand as “reps and warranties.” The differences between the two concepts are often forgotten, but the distinction is important: a…more

Contract Interpretation, GAAP, Representations and Warranties, Stock Purchase Agreement, UK

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Casinos Go Virtual

In late February 2013 the New Jersey Legislature passed legislation allowing on-line wagering, subject to certain limitations. This legislation was signed into law by Governor Chris Christie. Under the new law, licensed…more

Casinos, Chris Christie, Licenses, Online Gaming

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New Amendments to UCC Article 9 Now Effective in Most Jurisdictions

On July 1, 2013, amendments to Article 9 of the Uniform Commercial Code, which governs using personal property as collateral, became effective in most jurisdictions. The changes to Article 9 a ect both existing and future…more

Article 9, Collateral, Debtors, Personal Property, Registration

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Supreme Court Roundup: Recent Environmental Law Rulings and Pending Cases

Scaling back considerably from the October 2012 Term, the United States Supreme Court issued only a few rulings affecting environmental law during the October 2013 Term. With significant pronouncements regarding EPA’s Clean Air…more

Clean Air Act, Cross-State Air Pollution, EPA, EPA v EME Homer City, Greenhouse Gas Emissions

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California Supreme Court Ruling Limits Commission Wage Allocation

On June 14, 2014, the California Supreme Court held that employers could not satisfy California’s compensation requirements for the commission sales exemption by attributing commission wages paid in one pay period to other pay…more

Corporate Counsel, Employer Liability Issues, Minimum Wage, Sales Commissions, Time Warner Cable

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New York Creates Rocket-Docket for Commercial Disputes—But Accelerated Adjudication Comes With Trade-Offs

As of June 2, the Commercial Division of the New York Supreme Court will allow for the accelerated adjudication of commercial disputes. Rule 9 of Section 202.70(g) of the Uniform Rules for the Supreme and County Courts takes…more

Contract Disputes, Discovery, Expedited Discovery

See All Updates »

Cheeky Monkey: Wikipedia claims copyright comes down to the press of a button

In my childhood, come summer, the UK Parliament would go into recess, and because that seemed to signal the end of lots of newsworthy items—political scandals, Government and opposition taunting each other, etc.—the period…more

Copyright, Photographs, Wikimedia

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Update on Maryland Estate Tax

Maryland Governor Martin O’Malley has signed into law H.B. 739 (the “New Law”), which contains revisions to the Maryland estate tax law. Specifically, the New Law gradually increases the Maryland estate tax exemption amount over…more

Estate Planning, Estate Tax, State Taxes, Tax Reform

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Update on Maryland Estate Tax

Maryland Governor Martin O’Malley has signed into law H.B. 739 (the “New Law”), which contains revisions to the Maryland estate tax law. Specifically, the New Law gradually increases the Maryland estate tax exemption amount over…more

Estate Planning, Estate Tax, State Taxes, Tax Reform

See All Updates »

Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

See All Updates »

Did EPA Overstep in Applying Soil Vapor Intrusion Guidance to Commercial Buildings?

In April 2013, U.S. EPA’s Office of Solid Waste and Emergency Response issued two guidance documents on soil vapor intrusion. One addresses general soil vapor intrusion issues, while the other is specific to petroleum vapor…more

Commercial Leases, Environmental Assessments, Environmental Claims, EPA, OSHA

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

See All Updates »

Guidance for Companies Developing and Implementing Antitrust Compliance Programs

Recent policy statements by the U.S. Department of Justice’s Antitrust Division (“DOJ”) highlight the factors companies should consider when developing and implementing antitrust compliance programs. Effective antitrust…more

Antitrust Provisions, Best Management Practices, Chief Compliance Officers, DOJ

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Catching Up with Winding Down: The Status of California Redevelopment Successor Agencies

Successor agencies to California’s dissolved Redevelopment Agencies (“RDAs”) continue to wind down the operations of the former RDAs under the supervision of oversight boards pursuant to Assembly Bill X1 26 (“AB 26”) as modified…more

Dissolution, Financial Cleanup Provisions, Funding, Payment Schedules, RDAs

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Executive Order Issued on Minimum Wage for Federal Contractors and Subcontractors

On February 12, 2014, President Obama issued an Executive Order to raise the minimum wage for Federal contractors and subcontractors under certain contracts, as he had foreshadowed in this year’s State of the Union. The…more

Executive Orders, Federal Contractors, Minimum Wage

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New Canadian Anti-Spam Rules to Take Effect July 1, 2014

Businesses that use “commercial electronic messages” to market to customers and prospective customers in Canada should be aware of Canada’s new anti-spam rules, which require, among other things, the sender to obtain consent…more

Advertising, Anti-Spam Legislation, Canada, CASL, Consent

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The Coming Qui Tam Tsunami: A New Threat to American Business

The most potent weapon in combatting corporate fraud against the U.S. government has been the False Claims Act (“FCA”). Under the FCA, the U.S. government may recover treble damages and civil fines for such fraud. Surprisingly,…more

Civil Monetary Penalty, Employer Liability Issues, False Claims Act, Qui Tam, Treble Damages

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Mexico’s Guidelines for Clean Energy Certificates Will Support Renewable Energy Development

As part of a historic restructuring of its electrical power sector, Mexico will create a market for tradable Clean Energy Certificates, which many industry participants will be required to obtain. Draft guidelines proposed by…more

Clean Energy, Energy Projects, Mexico, Renewable Energy

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Omnibus Final Rule Issued on HIPAA/HITECH Act: Significant Changes for ‘Business Associates’

On January 25, 2013, the Department of Health and Human Services published the much-anticipated Omnibus Final Rule (the “Final Rule”), which, with respect to business associates and their subcontractors, conforms HIPAA’s Privacy…more

Business Associates, HIPAA, HIPAA Omnibus Rule, HITECH, PHI

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70 Days and Counting: Clock Is Ticking to Claim Embedded Software Tax Exemption

The amount of non-taxable embedded software being taxed in California is a staggering number. While companies own assets with millions of dollars of embedded software, few companies are maximizing their property tax savings…more

Software, Tax Exemptions

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Running a Sweepstakes or Contest on Social Media?

If entry for the chance to win a prize requires participants to post content featuring your company’s products or services, the participants should be instructed to disclose that their posts are pursuant to a contest…more

Cole Haan, Content Marketing, Contests & Promotions, Disclosure, Endorsements

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

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IRS Gives QLACs the Green Light: Final Regulations Issued

On July 1, 2014, the Internal Revenue Service (“IRS”) issued final regulations (“Final Regulations”) that permit employers and IRA providers to offer “qualified longevity annuity contracts” or “QLACs” under defined contribution…more

401k, 403(b) Plans, Annuities, Defined Contribution Plans, Final Rules

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Is Proxy Disclosure Shareholder Litigation on Executive Compensation Finally Over?

Since the advent of “Say-on-Pay” over three years ago, the plaintiffs’ securities bar has attempted to rustle up claims relating to executive compensation matters discussed in proxy statements. The first wave against those…more

Executive Compensation, Proxies, Say-on-Pay, Shareholder Litigation, Shareholders

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The "Subjective" SLA - Key Stakeholder Satisfaction

Quantitative measures of supplier performance in the form of service levels are critical in any outsourcing relationship. However, they provide an incomplete picture of how well the supplier is performing and meeting the…more

Outsourcing, Suppliers

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

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India’s Aviation Safety Rating Downgrade Could Have Cascading Effects

On January 31, 2014, the U.S. Federal Aviation Administration (FAA) downgraded India’s aviation safety rating to Category 2 under the FAA’s International Aviation Safety Assessment (IASA) program – a program designed to ensure…more

Aviation Industry, FAA, IASA, ICAO, India

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The ADA and Private Professional Certification

Title III of the Americans with Disabilities Act (ADA), as amended, mandates that private entities offering examinations or courses related to certain applications, licensing, certification, or credentialing ensure that such…more

ADA, Credentialing, DOJ, For Profit Education, Licenses

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

See All Updates »

Oil Regulation 2014 - United States

The US oil industry is divided into three sectors: upstream (exploration and production), midstream (processing, storage and transportation) and downstream (refining, distribution and marketing). Industry participants…more

BP, Chevron, ConocoPhillips, Exxon Mobil, Oil & Gas

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Superstorm Sandy and Con Edison’s Power Shutdown: Lessons from Johnson Gallagher

In the wake of Superstorm Sandy, property insurers have repeatedly denied coverage for business owners in lower Manhattan – arguing that ConEd intentionally cut off power to its networks and that flooding damaged ConEd’s…more

Hurricane Sandy, Property Damage, Property Insurance, Utilities Sector

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Affiliates of Indicted Contractor May Face Longer Suspension

The United States Court of Appeals for the Eleventh Circuit recently confirmed that the Government has the ability to suspend “affiliates” of a suspended contractor, even though there is no allegation that the affiliates…more

Affiliates, Contractors, Due Process, Federal Acquisition Regulations, Indictments

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BYOD: No Such Thing as a Free Lunch

It seems intuitive that, by and large, employees prefer to use their own mobile devices, carrying only a single device for personal and work purposes, and having choice over the device to be used (please don't take away my…more

Bring Your Own Device, Cell Phones, Mobile Devices, Reimbursements

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Nevada’s AG Reminds Retailers, Wholesalers and Suppliers: Comply with Alcohol Beverage Laws

On January 30, 2014 the State of Nevada Attorney General’s Office issued an open letter to all retailers, wholesalers and suppliers of alcohol beverages in Nevada reminding them of their legal obligation to comply with the…more

Retailers, Suppliers, Wholesale, Wine & Alcohol

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Circuit Court Split on ACA Could Impact Employer Penalties

In conflicting opinions released on July 22nd, two federal circuits split on whether Affordable Care Act subsidies are available under a federally operated health insurance exchange. “Pay or play” penalties apply only if…more

Affordable Care Act, Employee Rights, Employer Liability Issues, Employer Mandates, Healthcare

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Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

See All Updates »

The ADA and Private Professional Certification

Title III of the Americans with Disabilities Act (ADA), as amended, mandates that private entities offering examinations or courses related to certain applications, licensing, certification, or credentialing ensure that such…more

ADA, Credentialing, DOJ, For Profit Education, Licenses

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Developments in Renewable Energy in Saudi Arabia

A number of projects and initiatives may mark the beginning of a new renewable energy industry in Saudi Arabia. The Middle East and North Africa region has an extraordinary potential for the development of renewable…more

Clean Energy, Energy Policy, Kyoto Protocol, Middle East, Renewable Energy

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Copyright Assignment Termination After 35 Years: The Video Game Industry Comes of Age

A little-known section of the Copyright Act allows designers and developers of video games to terminate copyright assignments granted after January 1, 1978. Section 203 of the Act was intended to give creators of…more

Assignments, Copyright, Termination, The Copyright Act, Video Games

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New York Appeals Court Reinstates Poker Conviction

The NY appeals court reinstated a gambling conviction against a man who ran an illegal Texas Hold'em lounge. Originally, the gambling conviction was dismissed, largely based on the argument that poker was a game of skill, and…more

Convictions, Gambling, Online Poker

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FAQ for Entrepreneurs

You’re an entrepreneur and you have a great idea for a new product. Or maybe you’ve already created a product, like an app, and have sold it to several customers. So, when should you talk to a lawyer and what should you ask?…more

Emerging Growth Companies, Entrepreneurs, Startups

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Delaware’s Adoption of Garner — and Practical Ways to Respond

On July 23, 2014, the Delaware Supreme Court in Wal-Mart Stores Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW held that plaintiff stockholders, who make a showing of good cause, can inspect documents concerning a…more

Attorney-Client Privilege, Garner, Internal Investigations, Securities Act of 1933, Securities Exchange Act

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Supreme Court Raises Bar for Class Certification

In Comcast Corporation, et al. v. Behrend, the US Supreme Court reversed two lower courts in concluding that the Plaintiffs failed to satisfy Rule 23(b)(3) because their expert’s report did not establish that damages could be…more

Class Action, Class Certification, Comcast, Comcast v. Behrend, Damages

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New York AG Takes a Swipe at Payroll Cards

Employers and employees are increasingly turning to payroll cards, rather than paper paychecks, to pay and receive their payrolls. However, a class action was filed recently in Pennsylvania challenging certain practices and it…more

Attorney Generals, Class Action, Passwords, Payroll Cards, Payroll Records

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FAA Grants Exemptions and Releases Guidance for Operation of Small Unmanned Aircraft Systems

On September 25, 2014, the Federal Aviation Administration (FAA) approved six exemption requests for the use of small unmanned aircraft systems (sUAS) for television and movie filmmaking under strict conditions. Simultaneously,…more

Airspace, Drones, Entertainment Industry, Exemptions, FAA

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Private Equity: Blindsided by the FCPA — Hedging Against Anti-Corruption Deal Risk

Until a few years ago, private equity firms enjoyed relative insulation from regulatory scrutiny of overseas acquisitions and the operations of multi-national portfolio companies. No longer is that the case. Spurred by the…more

Acquisitions, Anti-Corruption, DOJ, FCPA, Foreign Investment

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Raging Bull Heiress Knocks Out MGM’s Laches Defense

In Petrella v. Metro-Goldwyn-Mayer, Inc., Supreme Court holds that laches cannot bar claims for damages for copyright infringement brought during the 3-year limitations period. On May 19, 2014, in a case concerning the…more

Affirmative Defenses, Copyright, Copyright Infringement, Laches, MGM

See All Updates »

Obamacare HealthCare.gov Issues Serve as a Reminder to Embrace Best Practices in Software Development and Integration Projects

October 1st marked the beginning of open enrollment for the federal and state health care exchanges ("Exchanges") created to comply with the Affordable Care Act ("ACA") of 2010, commonly referred to as Obamacare. The creation of…more

Affordable Care Act, Health Insurance Exchanges, Healthcare, Open Enrollment, Software

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Intent to Lose? Be Wary of Pitfalls Involving Intent-to-Use Trademark Applications.

Merger and Acquisitions often involve the acquisition and/or assignment of trademarks. Companies acquiring trademarks must beware of potential problems lurking with intent-to-use (ITU) trademark applications (or applications…more

Acquisitions, Assignments, Due Diligence, First-to-File, Intent-to-Use

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An American Policyholder in London: English Choice of Law Clauses in United States Insurance Policies

While certainly not the norm, it is not uncommon for insurance policies issued to companies based in the United States, particularly large commercial and excess policies brokered on the London Market, to contain choice of law…more

Choice-of-Law, Jurisdiction, UK

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Deadlines Coming for Multinationals’ Retirement Plans and U.S. Taxpayers with Foreign Financial Interests

In 2010, the U.S. enacted a sweeping change in enforcement of its tax laws on foreign financial interests, the Foreign Account Tax Compliance Act (FATCA). The main thrust of the act is to penalize foreign financial institutions…more

Bank Secrecy Act, FACTA, FATCA, FATCA Timeline, FBAR

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The U.S. Supreme Court Upholds EPA’s Cross-State Air Pollution Rule in EPA v. EME Homer City Generation, L.P., Paving the Way to Further Use of Cap-and-Trade Programs to Control Emissions of SO2 and NOx from Electric Power Plants.

On April 24, the Supreme Court issued a 6-2 decision in EPA v. EME Homer City Generation, L.P., No. 12-1182, 572 U. S. ____, 2014 WL 1672044 (2014), upholding EPA’s latest version of a regional cap-and-trade program under the…more

Cap-and-Trade, Carbon Emissions, Clean Air Act, EPA v EME Homer City, NAAQS

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U.S. District Court Reaffirms Distressed Debt Funds Not Eligible Assignees under Loan Agreement

A recent decision by the U.S. District Court for the Western District of Washington found that certain distressed debt funds were not “financial institutions” under the definition of “Eligible Assignee” in the applicable loan…more

Assignments, Chapter 11, Commercial Bankruptcy, Loan Agreements, Loan Modifications

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BYOD: No Such Thing as a Free Lunch

It seems intuitive that, by and large, employees prefer to use their own mobile devices, carrying only a single device for personal and work purposes, and having choice over the device to be used (please don't take away my…more

Bring Your Own Device, Cell Phones, Mobile Devices, Reimbursements

See All Updates »

FDA Draft Guidance Would Ease Regulatory Burdens for Certain mHealth Applications

On August 1, 2014, the Food and Drug Administration (FDA) released draft guidance that would exempt from premarket 510(k) review many low-risk medical devices—including certain mobile applications that can convert a cell phone…more

See All Updates »

Health Care Reform Update: July 31 Fee Deadline for Most Self-Insured Plans

The IRS has released a revised version of Form 720 “Quarterly Federal Excise Tax Return” for sponsors of self-insured health plans to pay annual fees imposed under the Affordable Care Act. The fee for 2013 is $1 per covered…more

Affordable Care Act, Fees, Form 720, IRS, PCORI

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The Fish and Wildlife Service Lists the Lesser Prairie-Chicken as a Threatened Species Under the Endangered Species Act

On March 21, 2014, the United States Fish and Wildlife Service (FWS) promulgated a final rule which lists the Lesser Prairie-Chicken (LPC) as a “threatened” species under the Endangered Species Act (ESA). Under the ESA, a…more

CCAA, ESA Listings, Fish and Wildlife Service, Oil & Gas

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FDA Draft Guidance Would Ease Regulatory Burdens for Certain mHealth Applications

On August 1, 2014, the Food and Drug Administration (FDA) released draft guidance that would exempt from premarket 510(k) review many low-risk medical devices—including certain mobile applications that can convert a cell phone…more

See All Updates »

Perspectives - Fall 2012 Volume 3, Edition 2: An Executive Compensation, Benefits & Human Resources Law Update

In this Issue: - Don’t “Moench”ion It: Supreme Court Rejects Presumption of Prudence for ESOP Fiduciaries - Avoiding Claims of Excessive Fund Fees - Risk of ERISA Class Actions Can Be Reduced by Use of Plan…more

Arbitration Agreements, Class Action, Class Action Arbitration Waivers, ERISA, ESOP

See All Updates »

New California Legislation Mandates Paid Sick Days for Employees.

On September 10, 2014, California Governor Jerry Brown signed into law AB 1522, the Healthy Workplaces, Healthy Families Act of 2014 (“the Act”). The Act grants nearly all California employees the right to at least three days…more

Employee Rights, Paid Leave, Sick Leave

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Safe Tweeting: SEC Provides Guidance on Social Media and Regulation FD Compliance

The SEC has provided guidance to publicly reporting companies on how to use popular social networking sites, such as Facebook and Twitter, consistent with federal securities laws. On April 2, 2013, the Securities and…more

Facebook, Investors, Netflix, Public Disclosure, Reed Hastings

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DOE Issues New “Strategy” for Nuclear Waste Management and Disposal

On January 11, 2013, the Department of Energy (“DOE”) issued its response to the recommendations of the Blue Ribbon Commission on America’s Nuclear Future regarding next steps for spent nuclear fuel management and disposal in…more

DOE, Nuclear Power, Waste

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

See All Updates »

Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

See All Updates »

Catching Up with Winding Down: The Status of California Redevelopment Successor Agencies

Successor agencies to California’s dissolved Redevelopment Agencies (“RDAs”) continue to wind down the operations of the former RDAs under the supervision of oversight boards pursuant to Assembly Bill X1 26 (“AB 26”) as modified…more

Dissolution, Financial Cleanup Provisions, Funding, Payment Schedules, RDAs

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Update: Final Rules Clarify New York City Employers’ Sick Leave Obligations

In response to widespread employer concerns over ambiguities in New York City’s Earned Sick Time Act (“ESTA”), the New York City Department of Consumer Affairs (“DCA”) published its Final Rules regarding the ESTA on July 30,…more

Earned Sick Time, Employee Rights, Employer Liability Issues, Employment Policies, Final Rules

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New Reporting Obligations for Companies Incorporated in Mainland China: How to stay off the Serious Violation Blacklist

Any companies incorporated in China (including both domestic companies and foreign-invested companies, regardless of whether they are existing or newly established companies) have recently become required by the Chinese…more

China, Disclosure Requirements, New Regulations, Transparency

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FCA issues considerations on the procurement of off the shelf technology solutions (United Kingdom)

In July, the Financial Conduct Authority (FCA - the financial regulatory body in the United Kingdom) issued a paper titled "Considerations for firms thinking of using third-party technology (off-the-shelf) banking solutions"…more

Banking Sector, Banks, FCA, Software, UK

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U.S. Government Shutdown: Will Performance of Private Contracts Be Excused?

With Congress unable to reach an agreement on a continuing resolution, the federal government shut down all “non-essential” services on October 1, 2013. The shutdown will remain in effect until Congress passes appropriations…more

Breach of Contract, Force Majeure Clause, Government Shutdown, Specific Performance

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New Reporting Obligations for Companies Incorporated in Mainland China: How to stay off the Serious Violation Blacklist

Any companies incorporated in China (including both domestic companies and foreign-invested companies, regardless of whether they are existing or newly established companies) have recently become required by the Chinese…more

China, Disclosure Requirements, New Regulations, Transparency

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Best Laid Plans Gone Awry: Practices for Rule 10b5-1 Trading Plans

Rule 10b5-1 trading plans are in the limelight due to investigations initiated by U.S. Attorney’s Offices and the SEC into possible abuses by corporate executives of such plans. Now, more than ever, companies and their boards of…more

Board of Directors, Compliance, Insider Trading, Material Nonpublic Information, Rule 10b-5

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Rhode Island Cleans Up Problematic Superfund Precedent That Undermined Federal Settlements

The U.S. District Court for the District of Rhode Island has vacated its 2010 summary judgment decision in Ashland Inc. v. GAR Electroforming, 729 F. Supp. 2d 526 (D.R.I. 2010), just days after receiving an amicus memorandum by…more

CERCLA, Contribution Protection, Environmental Liability, Settlement, Superfund

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Ramifications of the Supreme Court’s McCutcheon Campaign Finance Ruling

The U.S. Supreme Court’s decision today in an important campaign finance case frees individual political donors to contribute to an unlimited number of federal campaigns and committees, as long as each contribution is within…more

Aggregation Rules, Campaign Contributions, FEC, McCutcheon v. FEC, SCOTUS

See All Updates »

FTC Expands Focus on Tracking and Use of Consumers’ Location Data

Over the past few years, the Federal Trade Commission (“FTC”) has provided guidance regarding mobile platforms and app providers’ practices of collecting data about consumers’ locations through their mobile devices, with a focus…more

FTC, Geolocation, Mobile Apps

See All Updates »

Final Federal Reserve Rules for Foreign Banking Organizations

This Alert describes the final regulations issued by the Federal Reserve Board (the “FRB”) on February 18, 2014, that radically modify the former requirements applicable to foreign banking organizations (“FBOs”) pursuant to the…more

Banks, Dodd-Frank, Federal Reserve, Foreign Banks, Regulation K

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New California Legislation Mandates Paid Sick Days for Employees.

On September 10, 2014, California Governor Jerry Brown signed into law AB 1522, the Healthy Workplaces, Healthy Families Act of 2014 (“the Act”). The Act grants nearly all California employees the right to at least three days…more

Employee Rights, Paid Leave, Sick Leave

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The NRC’s Foreign Ownership Policy: Charting a New Course for the 21st Century

In spite of the growing globalization of the nuclear energy industry, the prohibition on foreign ownership, control or domination (FOCD) of U.S. nuclear power plants has substantially hindered foreign investment in new U.S…more

Atomic Energy Act, Energy, FOCD, Foreign Investment, Foreign Ownership

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California Consumers Have Standing to Sue When Merchandise Is Falsely Advertised as “On Sale”

The Ninth Circuit has held that allegations a consumer was misled into purchasing merchandise based on false advertising that the items had been marked down from a fictitious “original” price are sufficient to confer standing…more

Advertising, False Advertising, Misrepresentation, Unfair Competition, Unfair Pricing

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Montage IPO – Are The U.S. Markets Re-Opening To Chinese Companies?

The U.S. capital markets—the largest in the world—have been all but closed to Chinese companies for more than two years. The successful IPO of Montage Technology, and e-commerce giant Alibaba’s announcement that it will seek a…more

Audits, Capital Markets, China, Corporate Governance, Foreign Corporations

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Court of Appeal Holds Transfer Tax Applies to Legal Entity Changes in Ownership

In 926 North Ardmore Avenue, LLC v. County of Los Angeles, the 2nd District Court of Appeal held that Proposition 13 changes in ownership prompted by transfers of legal entity interests should also be characterized as “realty…more

Appeals, Change in Ownership, Legal Entities, Limited Liability Companies, Proposition 13

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Ramifications of the Supreme Court’s McCutcheon Campaign Finance Ruling

The U.S. Supreme Court’s decision today in an important campaign finance case frees individual political donors to contribute to an unlimited number of federal campaigns and committees, as long as each contribution is within…more

Aggregation Rules, Campaign Contributions, FEC, McCutcheon v. FEC, SCOTUS

See All Updates »

American Taxpayer Relief Act of 2012

On New Year’s Day 2013, to avoid the so-called “fiscal cliff,” Congress passed the American Taxpayer Relief Act of 2012 (“2012 Act”). The 2012 Act raises taxes on some taxpayers while retaining most of the provisions enacted by…more

American Taxpayer Relief Act, Bush-Era Tax Cuts, Debt Ceiling, Estate Tax, Fiscal Cliff

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New FCPA Guidance Provides Insight Into Government’s View of Corporate Compliance

On November 14, 2012, the Foreign Corrupt Practices Act “Resource Guide” (the “Guidance”) was finally published, and at well over 100 pages, it constitutes a “non-binding informal summary” of various statutes, U.S. Department of…more

Compliance, DOJ, FCPA, FCPA Resource Guide, SEC

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

See All Updates »

Mexico’s Guidelines for Clean Energy Certificates Will Support Renewable Energy Development

As part of a historic restructuring of its electrical power sector, Mexico will create a market for tradable Clean Energy Certificates, which many industry participants will be required to obtain. Draft guidelines proposed by…more

Clean Energy, Energy Projects, Mexico, Renewable Energy

See All Updates »

The UDAAP Trap: How Financial Institutions can Avoid Penalties when Using Third Party Services

In Part 1, we noted that financial institutions could find themselves potentially liable for committing an alleged Unfair, Deceptive, or Abusive Act or Practice (UDAAP) as a result of the actions of certain types of external…more

Banks, CFPB, Enforcement, Enforcement Actions, Third-Party Risk

See All Updates »

HSR Thresholds Will Increase to Highest Levels for Transactions in 2014

On February 24, 2014, revised thresholds for the Hart-Scott-Rodino Act (“HSR”) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting securities,…more

DOJ, FTC, Hart-Scott-Rodino Act, Pre-Merger Filing Requirements, The Clayton Act

See All Updates »

New Canadian Anti-Spam Rules to Take Effect July 1, 2014

Businesses that use “commercial electronic messages” to market to customers and prospective customers in Canada should be aware of Canada’s new anti-spam rules, which require, among other things, the sender to obtain consent…more

Advertising, Anti-Spam Legislation, Canada, CASL, Consent

See All Updates »

Help Clients Insure Against Cyberattacks

The constant threat of cyberattacks presents many and varying challenges for businesses. Insurance provides one way to deal with them…more

Cyber Attacks, Cyber Insurance, Cybersecurity, SEC

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The U.S. Supreme Court Upholds EPA’s Cross-State Air Pollution Rule in EPA v. EME Homer City Generation, L.P., Paving the Way to Further Use of Cap-and-Trade Programs to Control Emissions of SO2 and NOx from Electric Power Plants.

On April 24, the Supreme Court issued a 6-2 decision in EPA v. EME Homer City Generation, L.P., No. 12-1182, 572 U. S. ____, 2014 WL 1672044 (2014), upholding EPA’s latest version of a regional cap-and-trade program under the…more

Cap-and-Trade, Carbon Emissions, Clean Air Act, EPA v EME Homer City, NAAQS

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IRS Issues Long-Promised Guidance Following Historic Boardwalk Decision

To welcome in the new year, the Internal Revenue Service (the “IRS”) issued Rev. Proc. 2014-12, 2014-3 I.R.B. 415, to provide administrative guidance to the federal historic tax credit industry in the aftermath of the Third…more

IRS, Rehabilitation Benefits, Safe Harbors, Tax Credits

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India’s Aviation Safety Rating Downgrade Could Have Cascading Effects

On January 31, 2014, the U.S. Federal Aviation Administration (FAA) downgraded India’s aviation safety rating to Category 2 under the FAA’s International Aviation Safety Assessment (IASA) program – a program designed to ensure…more

Aviation Industry, FAA, IASA, ICAO, India

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Pillsbury Bloggers in the News: 8 Tips to Deal With Liability When Outsourcing to Multiple IT Vendors

Mario Dottori is quoted in Stephanie Overby's recent CIO.com article discussing 8 Tips to Deal With Liability When Outsourcing to Multiple IT Vendors. "In theory, a multi-provider service delivery environment should not…more

Employer Liability Issues, Information Technology Outsourcing, Third-Party Risk

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Some New (and Some Rejected) Exemptions to the Digital Millennium Copyright Act

The U.S. Copyright Office issued its exemptions to the Digital Millennium Copyright Act of 1998 ("DMCA") on October 26. The exemptions, effective as of Oct. 28, define the limited circumstances in which users are allowed to…more

DMCA

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Guidance for Companies Developing and Implementing Antitrust Compliance Programs

Recent policy statements by the U.S. Department of Justice’s Antitrust Division (“DOJ”) highlight the factors companies should consider when developing and implementing antitrust compliance programs. Effective antitrust…more

Antitrust Provisions, Best Management Practices, Chief Compliance Officers, DOJ

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Enterprise Infrastructure Management Is Not a Part-Time Job

We recently completed a major renegotiation of a very large, longstanding infrastructure outsourcing contract. As is typical with renegotiations, there were areas of the contract that required changes and areas the client wanted…more

Computer-System Design/Software Services, Contract Negotiations, Negotiations, Software, Technology

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Proposed U.S. Department of Transportation Passenger Protection Rules Offer Opportunity for Travel Industry Comments

On May 21, 2014, the U.S. Department of Transportation (DOT) proposed new passenger protection rules for the airline and travel industries, which would add to DOT’s extensive “Enhancing Airline Passenger Protections” regulations…more

Airlines, Aviation Industry, Department of Transportation, Safety Precautions

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70 Days and Counting: Clock Is Ticking to Claim Embedded Software Tax Exemption

The amount of non-taxable embedded software being taxed in California is a staggering number. While companies own assets with millions of dollars of embedded software, few companies are maximizing their property tax savings…more

Software, Tax Exemptions

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The UDAAP Trap: How Financial Institutions can Avoid Penalties when Using Third Party Services

In Part 1, we noted that financial institutions could find themselves potentially liable for committing an alleged Unfair, Deceptive, or Abusive Act or Practice (UDAAP) as a result of the actions of certain types of external…more

Banks, CFPB, Enforcement, Enforcement Actions, Third-Party Risk

See All Updates »

SEC Proposes Pay Ratio Disclosures

The Securities and Exchange Commission (SEC) has proposed rules under the Dodd-Frank Act to require public companies to disclose the ratio of the annual total compensation of their principal executive officer (PEO) to the median…more

CEOs, Disclosure Requirements, Dodd-Frank, Pay Ratio, SEC

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BYOD: No Such Thing as a Free Lunch

It seems intuitive that, by and large, employees prefer to use their own mobile devices, carrying only a single device for personal and work purposes, and having choice over the device to be used (please don't take away my…more

Bring Your Own Device, Cell Phones, Mobile Devices, Reimbursements

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EU adopts new regulation on cross-border electronic identification and e-signatures

The General Affairs Council, on 23 July 2013, adopted a regulation of the European Parliament and of the Council on electronic identification and trust services for electronic transactions in the Internal Market. Until the new…more

Cross-Border, Data Protection, E-SIGN, EU, Signatures

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Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

See All Updates »

Applications Outsourcing Pricing - Part 3

As noted in our previous blog postings on the subject (Applications Outsourcing Pricing - Part 1 and Applications Outsourcing Pricing - Part 2), the most prevalent model for pricing applications outsourcing services involves the…more

Applications, Competitive Bidding, Fees, Financial Planning, Outsourcing

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7th Circuit Holds Successor Liable for FLSA Claims, Despite Buyer’s Disclaimer

In Teed v. Thomas & Betts Power Solutions, LLC, the 7th Circuit in an opinion written by Judge Posner held that, absent a good reason to withhold liability, a purchaser of assets was subject to successor liability for Fair Labor…more

Asset Purchaser, Auction, FLSA, Successor Liability

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Stay Tuned: Connecticut Bill Would Require Cash Refunds of Gift Card Balances

Connecticut may join a number of states that currently require merchants to provide the remaining balances on gift cards to consumers in cash upon request…more

Gift-Cards, Refunds

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Shamrock Shake: St. Patrick’s Day Earthquake in Los Angeles Is a Reminder to Check Your Property Insurance Policy

Los Angeles residents didn’t need to go to McDonald’s for their “Shamrock Shake” on St. Patrick’s Day 2014. At 6:25 a.m., a 4.4-magnitude earthquake shook L.A. County out of bed. Monday’s shake serves as a reminder to be…more

Earthquakes, Property Damage, Property Insurance

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Circuit Court Split on ACA Could Impact Employer Penalties

In conflicting opinions released on July 22nd, two federal circuits split on whether Affordable Care Act subsidies are available under a federally operated health insurance exchange. “Pay or play” penalties apply only if…more

Affordable Care Act, Employee Rights, Employer Liability Issues, Employer Mandates, Healthcare

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Final Federal Reserve Rules for Foreign Banking Organizations

This Alert describes the final regulations issued by the Federal Reserve Board (the “FRB”) on February 18, 2014, that radically modify the former requirements applicable to foreign banking organizations (“FBOs”) pursuant to the…more

Banks, Dodd-Frank, Federal Reserve, Foreign Banks, Regulation K

See All Updates »

Ninth Circuit Eliminates Presumption of Irreparable Injury for Plaintiffs Seeking Preliminary Injunctions in Trademark Cases

Ending years of uncertainty and division among district courts, the Ninth Circuit recently ruled that a trademark plaintiff must establish a likelihood of irreparable harm to obtain a preliminary injunction in a trademark case…more

Irreparable Harm, Preliminary Injunctions, Rebuttable Presumptions, Trademark Litigation, Trademarks

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New Canadian Anti-Spam Rules to Take Effect July 1, 2014

Businesses that use “commercial electronic messages” to market to customers and prospective customers in Canada should be aware of Canada’s new anti-spam rules, which require, among other things, the sender to obtain consent…more

Advertising, Anti-Spam Legislation, Canada, CASL, Consent

See All Updates »

FCA issues considerations on the procurement of off the shelf technology solutions (United Kingdom)

In July, the Financial Conduct Authority (FCA - the financial regulatory body in the United Kingdom) issued a paper titled "Considerations for firms thinking of using third-party technology (off-the-shelf) banking solutions"…more

Banking Sector, Banks, FCA, Software, UK

See All Updates »

U.S. District Court Reaffirms Distressed Debt Funds Not Eligible Assignees under Loan Agreement

A recent decision by the U.S. District Court for the Western District of Washington found that certain distressed debt funds were not “financial institutions” under the definition of “Eligible Assignee” in the applicable loan…more

Assignments, Chapter 11, Commercial Bankruptcy, Loan Agreements, Loan Modifications

See All Updates »

The U.S. Supreme Court Upholds EPA’s Cross-State Air Pollution Rule in EPA v. EME Homer City Generation, L.P., Paving the Way to Further Use of Cap-and-Trade Programs to Control Emissions of SO2 and NOx from Electric Power Plants.

On April 24, the Supreme Court issued a 6-2 decision in EPA v. EME Homer City Generation, L.P., No. 12-1182, 572 U. S. ____, 2014 WL 1672044 (2014), upholding EPA’s latest version of a regional cap-and-trade program under the…more

Cap-and-Trade, Carbon Emissions, Clean Air Act, EPA v EME Homer City, NAAQS

See All Updates »

FTC Expands Focus on Tracking and Use of Consumers’ Location Data

Over the past few years, the Federal Trade Commission (“FTC”) has provided guidance regarding mobile platforms and app providers’ practices of collecting data about consumers’ locations through their mobile devices, with a focus…more

FTC, Geolocation, Mobile Apps

See All Updates »

Ten Major Differences Between Real Estate Investing In China And Real Estate Investing In The United States

Commercial real estate is an approximately USD$26 trillion (RMB 162 Trillion) global industry, The United States has over 25% of the global commercial real estate at almost USD$7 Trillion. (RMB 43.7 Trillion). It has been…more

China, Commercial Real Estate Market, Foreign Investment, Popular, Real Estate Development

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California Reduces Additional Tax on Section 409A Noncompliance

On October 4, 2013, Governor Jerry Brown signed into law Assembly Bill (“AB”) 1173, which reduces from 20 percent to 5 percent the additional California tax on nonqualified deferred compensation that fails to comply with Section…more

Compliance, Deferred Compensation, Income Taxes, Section 409A

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Oil Regulation 2014 - United States

The US oil industry is divided into three sectors: upstream (exploration and production), midstream (processing, storage and transportation) and downstream (refining, distribution and marketing). Industry participants…more

BP, Chevron, ConocoPhillips, Exxon Mobil, Oil & Gas

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FAA Grants Exemptions and Releases Guidance for Operation of Small Unmanned Aircraft Systems

On September 25, 2014, the Federal Aviation Administration (FAA) approved six exemption requests for the use of small unmanned aircraft systems (sUAS) for television and movie filmmaking under strict conditions. Simultaneously,…more

Airspace, Drones, Entertainment Industry, Exemptions, FAA

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Tennessee Gas Decision: Oil & Gas Implications

On June 6, 2014, the U.S. Court of Appeals for the DC Circuit ruled that the FERC violated the National Environmental Policy Act (NEPA) by improperly "segmenting" its NEPA analysis of a four-part upgrade to Tennessee Gas…more

Energy, FERC, NEPA, Oil & Gas, Pipelines

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The USF Conundrum

The Federal Communications Commission (FCC) is considering whether to make fundamental changes to how carriers (and ultimately their customers) pay for federal programs that provide greater access to telecommunications and…more

See All Updates »

IRS Releases Further Guidance for Retirement Plans on Treatment of Same-Sex Spouses

In IRS Notice 2014-19 and accompanying FAQs, the Internal Revenue Service (“IRS”) issued long-awaited guidance addressing the treatment of same-sex spouses under qualified retirement plans such as 401(k) and defined benefit…more

DOMA, IRS, Marriage, Qualified Retirement Plans, Retirement Plan

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“Ban the Box” Legislation Expands Across the Country

There is a growing national movement to “Ban the Box” – i.e., to prohibit questions about a job applicant’s criminal history on employment applications. Currently, “Ban the Box” laws are primarily targeted at public employers;…more

Ban the Box, Criminal Background Checks, Employee Rights, Job Applicants

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Practical Implications of the JOBS Act Changes to Private Placements: Rule 506(c), Crowdfunding, and Reg A+

Two key features of the JOBS Act – general solicitation in Rule 506 offerings, and the increased thresholds at which an issuer will be required to register a class of securities under the Securities Exchange Act of 1934 (the…more

Compliance, Crowdfunding, Dodd-Frank, JOBS Act, Regulation A

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U.S. Steps Up Sanctions and Export Controls Against Russia’s Defense Industry

The United States recently expanded sanctions and export controls against the Russian defense sector. These designations and export control steps have implications for defense contractors, parts suppliers and brokers…more

Banking Sector, BIS, Defense Sector, Energy Sector, Export Controls

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Proposed U.S. Department of Transportation Passenger Protection Rules Offer Opportunity for Travel Industry Comments

On May 21, 2014, the U.S. Department of Transportation (DOT) proposed new passenger protection rules for the airline and travel industries, which would add to DOT’s extensive “Enhancing Airline Passenger Protections” regulations…more

Airlines, Aviation Industry, Department of Transportation, Safety Precautions

See All Updates »

Aurora Energy Decision Deems Discharges Prohibited, Leaves Open Question of Permit Shield Applicability

On September 3, 2014, the United States Court of Appeals for the Ninth Circuit issued its opinion in Alaska Community Action on Toxics v. Aurora Energy Services, LLC, holding that the Clean Water Act General Permit for…more

Appeals, Clean Water Act, Coal, Coal Industry, EPA

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New Nevada Employment Law Developments Affect Social Media, Overtime

There have been several notable and recent developments in Nevada employment law both through enacted legislation and advisory opinions issued by the Nevada Labor Commissioner. Specifically, the legislature has passed a law…more

Employee Rights, New Legislation, Social Media Policy, Unpaid Overtime

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

See All Updates »

Enterprise Infrastructure Management Is Not a Part-Time Job

We recently completed a major renegotiation of a very large, longstanding infrastructure outsourcing contract. As is typical with renegotiations, there were areas of the contract that required changes and areas the client wanted…more

Computer-System Design/Software Services, Contract Negotiations, Negotiations, Software, Technology

See All Updates »

Health Care Reform Update: Employers Must Begin Reporting Details of Health Coverage to IRS

The Patient Protection and Affordable Care Act (“ACA”) imposes significant new reporting requirements on employers providing self-insured group health coverage to their employees and employers subject to the shared…more

Affordable Care Act, Healthcare, Healthcare Reform, IRS, Pay or Play

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Is Crowdfunding Dead On Arrival? A Legal Perspective...

"[Crowdfunding] lays the riskiest investments at the doorstep of those investors that can least afford the risk. And it won’t create jobs except for plaintiff’s lawyers…”…more

Crowdfunding, JOBS Act, Kickstarter, Legal Perspectives, SEC

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The UDAAP Trap: Avoiding CFPB Penalties for Financial Institutions Using Third Party Services

In response to the financial crisis and recession in the United States that began in 2007, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (now commonly known as "Dodd-Frank"). Dodd-Frank…more

CFPB, Compliance, Dodd-Frank, Employer Liability Issues, Third-Party Liability

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Transportation Finance Digest: Volume 1

In This Issue: - Introduction - All Hat And No Chattel: Life After Cape Town - Q&A - The Future Of Eca Financing - Deal Of The Year - An Innovative Engine Re-Securitization - Pillsbury Case…more

Aircraft Sales, Aviation Contracts, Aviation Industry, Chattel Paper, Export Credit Agency

See All Updates »

Mexico’s Guidelines for Clean Energy Certificates Will Support Renewable Energy Development

As part of a historic restructuring of its electrical power sector, Mexico will create a market for tradable Clean Energy Certificates, which many industry participants will be required to obtain. Draft guidelines proposed by…more

Clean Energy, Energy Projects, Mexico, Renewable Energy

See All Updates »

California’s Prop 39 Fund: Up to $2.75 Billion for Energy Projects at Public Schools, Colleges

On June 27, Governor Jerry Brown signed SB 73 into law as part of the state budget package. The bill established a Clean Energy Job Creation Fund, into which up to $550 million each year will be transferred from California’s…more

Clean Energy, Colleges, Energy Efficiency, Grants, Jerry Brown

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CFPB's Arbitration Study—A Warning to Consumer Financial Service Companies

On December 12, 2013, the Consumer Financial Protection Bureau published its “Arbitration Study Preliminary Results,” mandated by Section 1028(a) of the Dodd-Frank Act (the “Study”). Unfortunately (and despite its statements to…more

Administrative Procedure Act, Arbitration, Banking Sector, CFPB, Consumer Financial Products

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National Labor Relations Board on Employer Social Media Policies

As use of social media continues to increase, so do concerns by employers regarding employee use of social media as it relates to the workplace. In response, many employers are drafting new or revised policies covering use of…more

Data Protection, Facebook, NLRA, NLRB, Protected Concerted Activity

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Is Proxy Disclosure Shareholder Litigation on Executive Compensation Finally Over?

Since the advent of “Say-on-Pay” over three years ago, the plaintiffs’ securities bar has attempted to rustle up claims relating to executive compensation matters discussed in proxy statements. The first wave against those…more

Executive Compensation, Proxies, Say-on-Pay, Shareholder Litigation, Shareholders

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U.S. District Court Reaffirms Distressed Debt Funds Not Eligible Assignees under Loan Agreement

A recent decision by the U.S. District Court for the Western District of Washington found that certain distressed debt funds were not “financial institutions” under the definition of “Eligible Assignee” in the applicable loan…more

Assignments, Chapter 11, Commercial Bankruptcy, Loan Agreements, Loan Modifications

See All Updates »

American Taxpayer Relief Act of 2012

On New Year’s Day 2013, to avoid the so-called “fiscal cliff,” Congress passed the American Taxpayer Relief Act of 2012 (“2012 Act”). The 2012 Act raises taxes on some taxpayers while retaining most of the provisions enacted by…more

American Taxpayer Relief Act, Bush-Era Tax Cuts, Debt Ceiling, Estate Tax, Fiscal Cliff

See All Updates »

The Volcker Rule—A Suggested Approach for Banking Entities When Analyzing its Impact on Business Models, Activities and Transactions

More than three years following the passage of the Dodd-Frank Act, and intense inter-agency negotiations, the federal financial regulatory agencies collectively adopted the final version of the “Volcker Rule,” or “Rule”—which…more

Banking Sector, Dodd-Frank, Final Rules, Financial Regulatory Reform, Foreign Banks

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U.S. Ex-Im Bank Opens for Business in Burma/Myanmar

The U.S. Government has taken another important step in helping to reintegrate Myanmar (referred to as Burma for official purposes) into the global economy. On February 6, 2014, the Export-Import Bank of the United States (Ex-Im…more

Banks, Exports, Foreign Policy, Trade Policy

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Nevada’s AG Reminds Retailers, Wholesalers and Suppliers: Comply with Alcohol Beverage Laws

On January 30, 2014 the State of Nevada Attorney General’s Office issued an open letter to all retailers, wholesalers and suppliers of alcohol beverages in Nevada reminding them of their legal obligation to comply with the…more

Retailers, Suppliers, Wholesale, Wine & Alcohol

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

See All Updates »

Recent Decision Reminds Companies to Use Best Practices to Protect Their Internal Investigations

The DC Circuit recently heard oral argument regarding a mandamus petition filed by defendants in a qui tam action. The case sheds light on the best practices that companies should utilize to increase the odds that the…more

Attorney-Client Privilege, Corporate Counsel, Internal Investigations, Qui Tam, Work Product Privilege

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New Reporting Obligations for Companies Incorporated in Mainland China: How to stay off the Serious Violation Blacklist

Any companies incorporated in China (including both domestic companies and foreign-invested companies, regardless of whether they are existing or newly established companies) have recently become required by the Chinese…more

China, Disclosure Requirements, New Regulations, Transparency

See All Updates »

Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

See All Updates »

HSR Thresholds Will Increase to Highest Levels for Transactions in 2014

On February 24, 2014, revised thresholds for the Hart-Scott-Rodino Act (“HSR”) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting securities,…more

DOJ, FTC, Hart-Scott-Rodino Act, Pre-Merger Filing Requirements, The Clayton Act

See All Updates »

Muddying the Waters on Policy Stacking Law: Perspectives on Insurance Recovery Newsletter – Summer 2013

In This Issue: - Federal Housing Finance Agency Proposes New Rules on Lender-Placed Insurance - J.P. Morgan Decision Curtails the Phantom “Restitution Defense” to D&O Coverage - Bad-Faith Claims -…more

Additional Insured, Bad Faith, Business Interruption, Commercial General Liability Policies, D&O Insurance

See All Updates »

DOE Issues New “Strategy” for Nuclear Waste Management and Disposal

On January 11, 2013, the Department of Energy (“DOE”) issued its response to the recommendations of the Blue Ribbon Commission on America’s Nuclear Future regarding next steps for spent nuclear fuel management and disposal in…more

DOE, Nuclear Power, Waste

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

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New York Creates Rocket-Docket for Commercial Disputes—But Accelerated Adjudication Comes With Trade-Offs

As of June 2, the Commercial Division of the New York Supreme Court will allow for the accelerated adjudication of commercial disputes. Rule 9 of Section 202.70(g) of the Uniform Rules for the Supreme and County Courts takes…more

Contract Disputes, Discovery, Expedited Discovery

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Ninth Circuit: Injunctive Relief Claims Relating Only to Past Harms to a Limited Class Are Not Exempt From Arbitration

Following the U.S. Supreme Court’s decision favoring arbitration clauses in AT&T Mobility LLC v. Concepcion, the Ninth Circuit Court of Appeals held in Kilgore v. KeyBank, N.A. that the Federal Arbitration Act (“FAA”) preempts…more

Arbitration, Arbitration Agreements, Class Action, Federal Arbitration Act, Injunctions

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Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

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Guidance for Companies Developing and Implementing Antitrust Compliance Programs

Recent policy statements by the U.S. Department of Justice’s Antitrust Division (“DOJ”) highlight the factors companies should consider when developing and implementing antitrust compliance programs. Effective antitrust…more

Antitrust Provisions, Best Management Practices, Chief Compliance Officers, DOJ

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New Amendments to UCC Article 9 Now Effective in Most Jurisdictions

On July 1, 2013, amendments to Article 9 of the Uniform Commercial Code, which governs using personal property as collateral, became effective in most jurisdictions. The changes to Article 9 a ect both existing and future…more

Article 9, Collateral, Debtors, Personal Property, Registration

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Preparing for Brazil's New Anti-Corruption Law: What In-House Counsel Should Know

Earlier this year, the Brazilian government approved a sweeping anti-corruption law known as the Brazilian Clean Companies Act ("BCCA" or "Act"), which is set to take effect on January 29, 2014. The new law provides for a wide…more

Anti-Corruption, BCCA, Brazil, Compliance, Corporate Counsel

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Dodd-Frank Protocol Carries Burdens and Benefits for Pension Plans

The Commodity Futures Trading Commission has issued new “know your customer” and external business conduct rules to give effect to certain provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act…more

CFTC, Derivatives, Dodd-Frank, Employee Benefits, ERISA

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Insurance and the Polar Vortex: Recovering Losses from the Big Chill of 2014

The first two weeks of 2014 ushered in an extraordinary weather disaster affecting most of the United States, causing extensive property damage and business interruption as a result of freezing temperatures. On January 3, 2014,…more

Commercial General Liability Policies, Economic Damages, Multiple Occurences, Polar Vortex, Property Damage

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Daimler AG v. Bauman: Court Again Rejects a “Sprawling View of General Jurisdiction”

On January 14, 2014, the U.S. Supreme Court in Daimler AG v. Bauman held that Argentinian plaintiffs could not sue a German car manufacturer in California for human rights violations allegedly committed in Argentina. The Court…more

Attorney Generals, DaimlerChrysler, DaimlerChrysler v Bauman, Foreign Corporations, Foreign Nationals

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Feds’ Reliance on Environmental Activism Underscores Need for Lacey Act Compliance

The search warrant recently executed by U.S. Customs and Fish and Wildlife Service agents on a Virginia-based flooring wholesaler surrounded allegations that the company had illegally imported wood in violation of the Lacey Act,…more

Activist, Endangered Species, Environmental Crimes, Environmental Review, Fish and Wildlife Service

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70 Days and Counting: Clock Is Ticking to Claim Embedded Software Tax Exemption

The amount of non-taxable embedded software being taxed in California is a staggering number. While companies own assets with millions of dollars of embedded software, few companies are maximizing their property tax savings…more

Software, Tax Exemptions

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About that English Law and Arbitration Clause: Consider enforcement implications before signing

As is frequently seen in international commercial contracts, parties with no operations or other relationship to England or the United Kingdom specify English law as controlling, with a clause providing for arbitration of…more

Arbitration, Commercial Contracts, Contract Disputes, UK

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“Ban the Box” Legislation Expands Across the Country

There is a growing national movement to “Ban the Box” – i.e., to prohibit questions about a job applicant’s criminal history on employment applications. Currently, “Ban the Box” laws are primarily targeted at public employers;…more

Ban the Box, Criminal Background Checks, Employee Rights, Job Applicants

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California’s Prop 39 Fund: Up to $2.75 Billion for Energy Projects at Public Schools, Colleges

On June 27, Governor Jerry Brown signed SB 73 into law as part of the state budget package. The bill established a Clean Energy Job Creation Fund, into which up to $550 million each year will be transferred from California’s…more

Clean Energy, Colleges, Energy Efficiency, Grants, Jerry Brown

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U.S. Bank v. Indian Harbor: Another Blow to the Restitution/Disgorgement Defense

In recent years, purchasers of D&O and professional liability insurance have been stunned to learn that their carriers have denied coverage for a wide range of claims on the theory that their policies do not cover loss that…more

D&O Insurance, Disgorgement, FCPA, Fraudulent Transfers, Liability Insurance

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New Canadian Anti-Spam Rules to Take Effect July 1, 2014

Businesses that use “commercial electronic messages” to market to customers and prospective customers in Canada should be aware of Canada’s new anti-spam rules, which require, among other things, the sender to obtain consent…more

Advertising, Anti-Spam Legislation, Canada, CASL, Consent

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Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4 Employment…more

Anti-Bribery, Anti-Money Laundering, Antidumping Duties, Commercial Real Estate Market, Corporate Governance

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Dealing with Civil Investigative Demands from the CFPB—Rules, Responses & Pitfalls

The Consumer Financial Protection Bureau’s civil investigative demand (“CID”) authority has recently presented significant compliance difficulties for companies that have received requests for information relating to an…more

CFPB, CID, Dodd-Frank, FDIC, FTC

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No Harm, No Foul – Appellate Court Finds No CMIA Claim Without Actual Injury

California’s Confidentiality of Medical Information Act, Cal. Civ. Code § 56 et seq. (“CMIA”), provides that an individual may recover $1,000 nominal damages (plus actual damages if any) based on the negligent release of medical…more

CMIA, Damages, Data Theft, Healthcare Providers, HIPAA

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OSHA Proposal Would Require E-Reporting and Public Posting of Injury and Illness Data

On November 8, 2013, the Occupational Safety and Health Administration (OSHA) of the U.S. Department of Labor proposed a new rule which, if adopted, will require employers to electronically report injury and illness data on a…more

Bodily Injury, OSHA, Reporting Requirements, Workplace Injury

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Intent to Lose? Be Wary of Pitfalls Involving Intent-to-Use Trademark Applications.

Merger and Acquisitions often involve the acquisition and/or assignment of trademarks. Companies acquiring trademarks must beware of potential problems lurking with intent-to-use (ITU) trademark applications (or applications…more

Acquisitions, Assignments, Due Diligence, First-to-File, Intent-to-Use

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FAA Grants Exemptions and Releases Guidance for Operation of Small Unmanned Aircraft Systems

On September 25, 2014, the Federal Aviation Administration (FAA) approved six exemption requests for the use of small unmanned aircraft systems (sUAS) for television and movie filmmaking under strict conditions. Simultaneously,…more

Airspace, Drones, Entertainment Industry, Exemptions, FAA

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Changes to UK Design Legislation

Amendments to the UK design law regime came into effect on October 1st 2014. Businesses should be conscious of a number of significant changes under the Intellectual Property Act 2014, as well as further changes which are due in…more

Community Designs, Copyright, Copyright Infringement, Industrial Design, New Legislation

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New California Legislation Mandates Paid Sick Days for Employees.

On September 10, 2014, California Governor Jerry Brown signed into law AB 1522, the Healthy Workplaces, Healthy Families Act of 2014 (“the Act”). The Act grants nearly all California employees the right to at least three days…more

Employee Rights, Paid Leave, Sick Leave

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Corrective Action Catch 22: Court of Federal Claims Holds Agency Action Must Be Rational Even If GAO Protest Decision Was Not.

The United States Court of Federal Claims’ July 15, 2014 decision in RUSH Construction, Inc. v. United States, reflects the unusual circumstance in which the court effectively sat in appellate review of an earlier bid protest…more

Appellate Review, Bid Protests, Court of Federal Claims, FAR, Federal Contractors

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Preparing for Brazil's New Anti-Corruption Law: What In-House Counsel Should Know

Earlier this year, the Brazilian government approved a sweeping anti-corruption law known as the Brazilian Clean Companies Act ("BCCA" or "Act"), which is set to take effect on January 29, 2014. The new law provides for a wide…more

Anti-Corruption, BCCA, Brazil, Compliance, Corporate Counsel

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United States Supreme Court to Review Ruling in Direct Marketing

On July 1, 2014, the United States Supreme Court agreed to review the 10th Circuit Court of Appeals decision in Direct Marketing Association v. Brohl. The Court of Appeals held that federal courts lack jurisdiction under the Tax…more

Appeals, Direct Marketing Association, Federal Jurisdiction, Sales & Use Tax, SCOTUS

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U.S. Government Shutdown: Will Performance of Private Contracts Be Excused?

With Congress unable to reach an agreement on a continuing resolution, the federal government shut down all “non-essential” services on October 1, 2013. The shutdown will remain in effect until Congress passes appropriations…more

Breach of Contract, Force Majeure Clause, Government Shutdown, Specific Performance

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

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U.S. Steps Up Sanctions and Export Controls Against Russia’s Defense Industry

The United States recently expanded sanctions and export controls against the Russian defense sector. These designations and export control steps have implications for defense contractors, parts suppliers and brokers…more

Banking Sector, BIS, Defense Sector, Energy Sector, Export Controls

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Shamrock Shake: St. Patrick’s Day Earthquake in Los Angeles Is a Reminder to Check Your Property Insurance Policy

Los Angeles residents didn’t need to go to McDonald’s for their “Shamrock Shake” on St. Patrick’s Day 2014. At 6:25 a.m., a 4.4-magnitude earthquake shook L.A. County out of bed. Monday’s shake serves as a reminder to be…more

Earthquakes, Property Damage, Property Insurance

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Recent Decision Reminds Companies to Use Best Practices to Protect Their Internal Investigations

The DC Circuit recently heard oral argument regarding a mandamus petition filed by defendants in a qui tam action. The case sheds light on the best practices that companies should utilize to increase the odds that the…more

Attorney-Client Privilege, Corporate Counsel, Internal Investigations, Qui Tam, Work Product Privilege

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity…more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

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IRS Gives QLACs the Green Light: Final Regulations Issued

On July 1, 2014, the Internal Revenue Service (“IRS”) issued final regulations (“Final Regulations”) that permit employers and IRA providers to offer “qualified longevity annuity contracts” or “QLACs” under defined contribution…more

401k, 403(b) Plans, Annuities, Defined Contribution Plans, Final Rules

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New California Legislation Mandates Paid Sick Days for Employees.

On September 10, 2014, California Governor Jerry Brown signed into law AB 1522, the Healthy Workplaces, Healthy Families Act of 2014 (“the Act”). The Act grants nearly all California employees the right to at least three days…more

Employee Rights, Paid Leave, Sick Leave

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Prohibition on Contract Awards to Companies That Were Formerly Based in the United States

On January 29, 2013, a final rule was issued prohibiting the award of contracts to inverted domestic corporations. The final rule requires an offeror to represent that it is not an inverted domestic corporation and creates…more

Federal Acquisition Regulations, Foreign Corporations, Inverted Domestic Corporations

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